SECURITIES AND EXCHANGE COMMISSION

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Form S-1

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Conseco, Inc.

Delaware		6321		75-3108137
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)
		11825 N. Pennsylvania Street Carmel, Indiana 46032 (317) 817-6100

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Eugene M. Bullis, Executive Vice President and Chief Financial Officer

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Copies of all communications, including communications sent to agent for service, should be sent to:

James S. Rowe Kirkland & Ellis LLP 200 East Randolph Drive Chicago, Illinois 60601 (312) 861-2000		Vincent J. Pisano Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, New York 10022 (212) 446-4800		William J. Whelan, III Andrew J. Pitts Cravath, Swaine & Moore LLP Worldwide Plaza 825 Eighth Avenue New York, New York 10019 (212) 474-1000

         Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

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        If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box:    o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    þ 333-112312

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    o

CALCULATION OF REGISTRATION FEE

				Proposed Maximum		Proposed Maximum
Title of Each Class of Securities to be		Amount to be		Offering Price Per		Aggregate Offering		Amount of
Registered		Registered(1)		Share		Price		Registration Fee
Mandatorily Convertible Preferred Stock, Class B, par value $0.01 per share		4,600,000		$25.00		$115,000,000		$14,570.50(2)

(1)	The 4,600,000 shares of Mandatorily Convertible Preferred Stock, Class B being registered in this registration statement are in addition to the 50,600,000 shares of Common Stock and 23,000,000 shares of Mandatorily Convertible Preferred Stock, Class B registered pursuant to the registrant’s registration statement on Form S-1 (File No. 333-112312).
(2)	The registrant filed a registration statement on Form S-3 (No. 333-110963) on December 5, 2003 for which the registrant paid a filing fee of $242,700. The registration statement on Form S-3 (No. 333-110963) was not declared effective by the Commission, no securities were sold under such registration statement, and on January 29, 2004, the registrant requested the withdrawal of such registration statement. The registrant has since used $218,558 of such fee to offset fees due in connection with the filing of a subsequent registration statement. Pursuant to Rule 457(p) under the Securities Act of 1933, the registrant has offset the registration fee of $14,570.50 due herewith with a portion of the registration fee paid on December 5, 2003.

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EXPLANATORY NOTE

       This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (File No. 333-112312), initially filed with the Securities and Exchange Commission (the “Commission”) on January 29, 2004 and declared effective by the Commission on May 6, 2004, are incorporated by reference herein and are deemed to be a part of this Registration Statement.

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SIGNATURES

       Pursuant to the requirements of the Securities Act of 1933, Conseco, Inc. has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carmel and State of Indiana on May 6, 2004.

	CONSECO, INC.

	By:	/s/ EUGENE M. BULLIS

	Eugene M. Bullis
	Executive Vice President and
	Chief Financial Officer

       Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated:

Signatures				Capacity		Date
* William J. Shea				President, Chief Executive Officer and Director (Principal Executive Officer)		May 6, 2004
/s/ EUGENE M. BULLIS Eugene M. Bullis				Executive Vice President and Chief Financial Officer (Principal Financial Officer)		May 6, 2004
* John R. Kline				Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)		May 6, 2004
* R. Glenn Hilliard				Chairman of the Board		May 6, 2004
* Neal Schneider				Director		May 6, 2004
* Philip R. Roberts				Director		May 6, 2004
* John G. Turner				Director		May 6, 2004
* Michael T. Tokarz				Director		May 6, 2004

II-3

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Signatures				Capacity		Date
* Michael S. Shannon				Director		May 6, 2004
*By:		/s/ EUGENE M. BULLIS Eugene M. Bullis Attorney-in-Fact

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EXHIBIT INDEX

Exhibit
No.						Description
	5	.1				Opinion of Kirkland & Ellis LLP.
	23	.1				Consent of PricewaterhouseCoopers LLP.
	23	.2				Consent of Kirkland & Ellis LLP (included in Exhibit 5.1).
	24	.1				Powers of Attorney (Filed as Exhibit 24.1 to Registration Statement on Form S-1 (File No. 333-112312) and incorporated by reference herein).